Definitions1. Execution of the Referral Program2. Eligibility Criteria for Payment3. Obligations of the Client4. Referral Fees and Payments5. Use of Trademarks6. Warranty7. Indemnity8. Confidentiality and Data Protection9. Term of the Agreement10. Relationship11. Entire Agreement and Variation12. Miscellaneous
This Agreement governs the Client 's participation in the Propush.me Referral Program described herein (the "Referral Program").
This Agreement constitutes an integral part of Propush.me Terms and Conditions (the "Terms and Conditions"), which Client agreed upon when creating a Client Account with Propush.me ('Propush.me Client Account'). Areas and/or terms not covered by this Agreement are regulated by the provisions of Propush.me Terms and Conditions. In the event of any inconsistency between this Agreement and the Terms and Conditions, the terms of this Agreement shall govern.
This Agreement is entered into and between:
Propeller Ads Limited (Cyprus) and Propeller Ads Limited (Isle of Man) (the, "Propush.me", etc.), a network offering a service that enables Clients globally to collect new subscribers in their inventory and/or assign their existing subscribers for monetization, being the creator and owner of this Referral Program; and
You (the, "Client", "You", "Yours", etc.), the holder of a Propush.me Client Account and participant in this Referral Program, hereinafter collectively referred to as the Parties.
Whereas Propush.me wishes to increase its base of active clients (Clients) through this Referral Program and whereas the Client, having the necessary know-how and resources to act as a promoter of Propush.me, wishes to participate into this Referral Program and to refer others to become Propush.me Referred Clients,
Now the Parties conclude this Agreement and hereby agree as follows:
BY CHECKING THE BOX AND CLICKING "I ACCEPT" BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE REFERRAL PROGRAM FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY IT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH PROPUSH.ME TERMS AND CONDITIONS AND THIS AGREEMENT AND THAT YOU SATISFY ALL CLIENT'S CONDITIONS AND REQUIREMENTS PROVIDED IN THIS AGREEMENT.
'Client': the owner of a Propush.me Client Account and participant in this Referral Program who has the necessary know-how and resources to act as a promoter of Propush.me and refers others to become Propush.me Referred Clients. An individual or company who is using Propush.me services through the Propush.me Client Account according to the terms of this Agreement. A Client who terminates and/or is in breach of Propush.me Terms and Conditions and/or whose Propush.me Client Account is banned and/or suspended for any reason, will immediately cease to be a participant under this Referral Program and will not receive any payment under this Agreement.
'Referred Client': an individual or company, referred by the Client. May be either approved as an 'Eligible Referred Client' or be rejected as an 'Ineligible Referred Client' by Propush.me, at its own discretion. 'Existing and Past Clients' of Propush.me, related entities and/or companies of the same group, as also self-referring Clients (Client refers himself and/or holds and/or operates new Client Account(s) created through this Referral Program) are not considered Referred Clients under this Agreement.
'Existing and Past Clients': Clients who currently have or had in the past business relations with Propush.me prior to the conclusion of this Agreement.
'Eligible Referred Client': a Referred Client approved/accepted by Propush.me as a new Propush.me Client (a new Client) who fulfils the criteria listed in clause 2 of this Agreement, successfully owns/holds a Propush.me Client Account and complies at all times with Propush.me's Terms and Conditions. Someone who is not an 'Ineligible Referred Client'. An Eligible Referred Client may become an 'Ineligible Referred Client' at any time and at Propush.me' sole discretion. An Eligible Referred Client may be either an 'Active' or 'Inactive' Referred Client.
'Ineligible Referred Client': a Referred Client rejected or an Eligible Referred Client re-categorised to Ineligible Referred Client by Propush.me, at any time before or after its eligibility, at Propush.me sole discretion, for not fulfilling the eligibility criteria listed in clause 2 of this Agreement and/or for violating Propush.me's Terms and Conditions. Is not qualified for payment purposes according to this Agreement. "Ineligible" Client status is permanent for this service and not subject to change from ineligible to eligible.
'Referral Fee': the monetary fees/commissions to be paid by Propush.me to the Client for Active Eligible Referred Clients as specified under clause 4 of this Agreement.
'Personal referral URL': a unique URL/link provided by Propush.me to the Client which will correlate Referred Clients submitted to the existing Propush.me Client Account. The personal referral URL must be used when referring Referred Clients, otherwise, the Client will not be rewarded.
'Active' Referred Client: an Eligible Referred Client who registered an account with Propush.me and is constantly using Propush.me services without any interruption since then. Someone who is not an 'Inactive' Referred Client.
'Inactive' Referred Client: an Eligible Referred Client who has never registered an account with Propush.me or an Active Eligible Referred Client who stops using Propush.me services for 30 consecutive calendar days. "Inactive" Client status is permanent for this service and not subject to change from Inactive to Active.
1. Execution of the Referral Program
1.2. In accordance with this Agreement, the Client must refer Propush.me to potential new clients. For each Active Eligible Referred Client who meets the eligibility criteria for payment purposes under clause 2, Propush.me shall pay to Client a Referral Fee as per clause 4 below.
1.3. Propush.me will provide the Client information about the number of Eligible Referred Clients with additional information about their activity without any additional details according to data privacy laws. The status of Eligible Referred Clients is not subject to disclosure. Propush.me will not provide a reason for the inactivity of an Eligible Referred Client to the Client.
1.4. Client hereby irrevocably agrees to the exclusive power and right of Propush.me to categorise/re-categorise/accept/reject any client, referred by the Client, to/as a Referred/Existing/Eligible/Ineligible/Active/Inactive Client, at any time and at its sole discretion. You herby confirm that you will not interfere with such power/right vested in Propush.me in any way and at any time.
1.5. Eligible Referred Clients who use Propush.me services through a Propush.me Client Account according to Propush.me Terms and Conditions are deemed to be clients of Propush.me. Accordingly, all rules, policies and operating procedures concerning Propush.me services will apply to those clients. Propush.me may change its terms, policies and operating procedure at any time.
1.6. Propush.me reserves the right to deny or terminate access to the Referral Program, to You and/or to any Referred Client or to terminate the Referral Program at any time, in its sole discretion.
2. Eligibility Criteria for Payment
2.1. A Referred Client for payment purposes
under this Agreement must meet the following criteria at all times:
- The Referred Client must use the personal referral URL of the Client to sign up for a Propush.me Client Account;
- The Referred Client must provide all necessary details subject to Propush.me Terms and Conditions, be accepted by Propush.me as an Eligible Referred Client, own a Propush.me Client Account, use a Propush.me service;
- The Eligible Referred Client must be an Active Referred Client who is constantly using Propush.me services without any interruption;
- The Eligible Referred Client must not breach in any way or otherwise terminate Propush.me Terms and Conditions;
- The Propush.me Client Account of the Eligible Referred Client must not be banned and/or suspended and/or under investigation by Propush.me for any reason;
- All the above occurs during the Client's period of participation in the Program.
2.2. The Client hereby understands and agrees that the categorisation/re-categorisation/acceptance/rejection of any Referred Client to/as an Existing/Eligible/Ineligible/Active/Inactive Client, is at all times at the sole discretion of Propush.me.
2.3. You agree that in any case that an Active Eligible Referred Client stops and/or no longer meets any and/or all the criteria described in clause 2.1. above, at the sole discretion of Propush.me, at any time and for any reason, the concerned Client will no longer be eligible or qualified under this Referral Program for payment purposes.
3. Obligations of the Client
3.1. The Client must use its best endeavours in identifying potential new Eligible Referred Clients and distributing the personal referral URL available in the Propush.me Client Account to them only;
3.2. When referring new clients to Propush.me, the method, details, and means of performing your duties shall be exclusively and solely determined by you. However, when executing your responsibilities under this Agreement you must operate in accordance with all applicable legislation and protect Propush.me's interests and confidential information with the highest possible diligence of a responsible professional;
3.3. You hereby confirm that you and/or your participation in this Referral Program will not harm Propush.me and/or Propush.me reputation in any way;
3.4. Apart from the Referral Fee agreed in this Agreement, you will not and must not receive any other payment of any kind from Propush.me for the execution of your duties under this Agreement, you shall execute this Agreement at your own expense;
3.5. You are not entitled to and you must not receive any payments on behalf of Propush.me. You have no authority to conclude agreements on behalf of, or in any way that may bind Propush.me in any way with any third parties;
3.6. You must not in no way represent yourself and must ensure that your personnel do not represent themselves or you as employee(s) or agent(s) of Propush.me. You have no authority to make or discuss offers/services of Propush.me;
3.7. You are not responsible for assisting or guiding the relationship between a Referred Client and Propush.me;
3.8. You are not permitted and you will be disqualified from receiving any and all Referral Fees through this Referral Program and your participation in this Referral Program will be stopped for a) self-referring, b) creating duplicate accounts c) violating any other rules of this Agreement or breaching any term of the Propush.me Terms and Conditions. In any case where Propush.me considers at its own discretion that your actions/inactions are not consistent with the intent of this Referral Program (i.e. intentionally referring related parties or your own accounts, referring fraud accounts), you will be immediately removed from this Referral Program and any accrued Referral Fees will be cancelled;
3.9. You must provide any and all information and details in relation to your execution of this Agreement when and as may be requested by Propush.me. Information may include the list of used Promotion channels, materials and or any other details related to the promotion of Propush.me. Refusal to provide any requested details will be considered as a violation of this agreement.
4. Referral Fees and Payments
4.1. Propush.me shall pay the Client a Referral Fee, as a commission, for each Active Eligible Referred Client who is using the Propush.me services. The following methodology will apply in relation to the calculation of a Referral Fee:
- The Referral Fee equals to the 5% of an Active Eligible Referred Clients' monthly earnings.
- In case an Active Eligible Referred Client's earnings do not comply with Propush.me's Terms and Conditions, the Referral Fees amounting to such Client will not be paid to the Client.
- Withdrawal of Referral Fees will be done according to Propush.me's Terms and Conditions.
- The Referral Fee/commissions will be calculated and added to the Propush.me Client Account (wallet) without VAT (Value Added Tax). The exact VAT applicable to the Client will be applied when paying out the commissions to the Client.
- All Referral Fees under this Agreement are paid in U.S. Dollars.
4.2. Propush.me has the right to change the Referral Fee calculation rules specified in clause 4.1 without a prior notice and/or change it individually for any Client and/or Referred Client/Active Eligible Referred Client in any way at its sole discretion.
4.3. Propush.me shall have the right to adjust the account balance of the Client in the case of any (i) need of payment of bonuses, (ii) to deduct transaction fees, (iii) due to technical reasons, (iv) due to fraudulent activity, (v) upon additional agreement by the Parties.
4.4. All amounts calculated based on rules described in clause 4.1 are accrued on Propush.me Client Account and will be first used to cover Client's fee for using Propush.me services.
4.5. The Referral Fee calculation will be stopped when an Active Eligible Referred Client becomes 'Ineligible' and/or 'Inactive' for any reason at Propush.me' own discretion. After this point, commission will no longer be paid to the Client for such Client.
4.6. Client will not receive any payment/commission/Referral Fee under this Agreement if at any time and for any reason is no longer considered and/or no longer meets the conditions of a 'Client' participant under this Referral Program.
5. Use of Trademarks
5.1. During the validity of this Agreement the Client may use Propush.me's trademarks, trade names or any other symbols for the sole purpose of identifying and advertising Propush.me and its services within the scope of this Agreement and in Propush.me's sole interest.
5.2. You are especially not allowed to use Propush.me's trademarks, trade names or any other symbols in a way that raises any doubt as to the advertiser's identity (i.e. the user should be aware that it is your advertisement not Propush.me's). Your activities, including those involving paid campaigns, must not directly compete with Propush.me's activities in a given advertising system.
5.3. The Client hereby agrees neither to register, nor to have registered any trademarks, trade names or symbols of Propush.me or which are confusingly similar to the ones of Propush.me.
5.4. You must not alter, modify, manipulate or create derivative works of Propush.me or any graphics, creative, copy or other materials owned by, or licensed to Propush.me in any way. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Propush.me' trademarks, service marks, copyrights, patents or trade secrets. All rights not expressly granted in this Agreement are reserved by Propush.me.
5.5. The Client shall notify Propush.me of any infringement of Propush.me's trademarks, trade names or symbols that come to its notice.
5.6. Regardless of the other provisions of this Agreement, in case of breach of this clause 5 by the Client, Propush.me is entitled to terminate the Agreement immediately and no Referral Fees will be paid to the Client.
6.1. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND TO THE EXTEND PERMITTED BY LAW PROPUSH.ME EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS REFERRAL PROGRAM AND LINKS ARE PROVIDED "AS IS" AND AT CLIENT'S OPTION AND RISK AND PROPUSH.ME DOES NOT GUARANTEE ANY RESULTS OR SECURITY.
6.2. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE REFERRAL LINKS AND YOUR PARTICIPATION IN THE REFERRAL PROGRAM. IN NO EVENT SHALL PROPUSH.ME OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT OR THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE REFERRAL LINKS, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF PROPUSH.ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, PROPUSH.ME TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE REFERRAL LINKS OR PARTICIPATION IN THE REFERRAL PROGRAM IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO 50 USD.
7.1. You shall indemnify, defend and hold Propush.me harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to any third party arising out of your: (a) improper use of the Propush.me service and/or this Referral Program; (b) improper operation of the Referral Program; and (c) breach or violation of any clause of this Agreement and/or Propush.me Terms and Conditions including any of their updated versions.
8. Confidentiality and Data Protection
9. Term of the Agreement
9.1. This Agreement constitutes an integral part of Client's Propush.me Terms and Conditions (available at www.propush.me
9.2. This Agreement enters into force when the Client registers as a participant in the Referring Program upon accepting the terms of this Agreement, before receiving the personal referral URL, and shall remain in force until terminated.
9.3. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement and/or of any of Propush.me Terms and Conditions by you, or upon your termination of the Propush.me Terms and Conditions according to the concerned Termination clause.
9.4. This Agreement and/or Referral Program can and may be terminated by Propush.me with immediate effect, at any time and for any reason, at its own discretion, with or without prior notice.
9.5. Client may terminate this Agreement with 48 hours prior written notice.
9.6. In any event of termination, Client will only receive Referral Fees that were earned for an Active Eligible Referred Client that occurred prior to the termination date.
10.1. This Agreement is non-exclusive and the relationship between the Parties is that of an independent contractors. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or employer and employee between the Parties.
11. Entire Agreement and Variation
11.1. This Agreement shall be governed by and construed in accordance with the laws of Cyprus. The courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
11.2. Propush.me reserves the right, in its discretion, to change, amend or modify all or any part of the Program or this Agreement at any time unilaterally, through a notice and/or relevant information made available at Propush.me's website. The Client shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail or made available in Propush.me Client Account on Propush.me's website. Client may, within thirty (30) calendar days since the notice, to terminate this Agreement, provided that the changes have an adverse effect that could not be considered as minor on the Client. Continued participation in the Referral Program after such notice constitutes Client's binding acceptance of the updated terms and conditions in this Agreement, including any changes or modifications made by Propush.me.
12.1. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
12.2. Propush.me may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Propush.me, which shall not be unreasonably withheld.
12.3. All notices given under this Agreement shall be sent to the addresses submitted by you when signing up for the Propush.me service and/or this Referral Program by certified mail, fax, email or courier. Notice shall be deemed served at the date of automatic delivery receipt. You further agree on Propush.me using of any communication method (email message/SMS message/phone) with contact details provided in your Propush.me Client Account.
and that will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.This agreement was last updated on 10.06.2020